Evergen Group Ltd

	Page
Company Information	1
Strategic Report	2—4
Directors' Report	5—6
Independent Auditor's Report	7—10
Consolidated Profit and Loss Account	11
Consolidated Balance Sheet	12
Company Balance Sheet	13
Consolidated Statement of Changes in Equity	14
Company Statement of Changes in Equity	15
Consolidated Cash Flow Statement	16
Notes to the Consolidated Cash Flow Statement	17
Notes to the Financial Statements	18—26

Page 1

Page 2

Evergen Group Ltd

Strategic Report

For The Year Ended 30 November 2024

Strategic Report

The directors present their strategic report for the year ended 30 November 2024.

Review of the Business

The UK residential solar retrofit market remained subdued during the year compared with the elevated demand seen during 2022–23. Despite this, Evergen continues to be one of the UK's largest providers, installing several thousand systems per annum. The market remains highly fragmented, with numerous small and regional providers. This fragmentation presents a clear opportunity for Evergen to continue consolidating market share through scale, quality of service, and brand recognition.

Affordability continues to be a key barrier to customer adoption of solar and battery technologies. In response, the Company expanded its financing options during FY25, introducing longer loan terms and reduced borrowing costs to enhance accessibility and support customer uptake.

Principal Risks and Uncertainties

The Board has undertaken a robust assessment of the principal risks that could impact Evergen’s business model, financial performance, solvency, or liquidity. Risk management is embedded in day-to-day operations. Given the size of the Board, a separate risk committee has not been established; however, this will be kept under review as the business grows.

1. Reduction in Consumer Demand

Risk Level: Moderate

Description: Macroeconomic strains may reduce household discretionary spending, limiting uptake of solar and battery installations.

Impact: Reduced sales volumes and profitability.

Mitigation:

Expansion into new geographic regions and commercial markets.
Broadened product offerings, including heat pumps and energy efficiency solutions.
Enhanced customer financing options to improve affordability.
Increased digital marketing efficiency to maximise lead conversion.

2. Removal of Government Incentives

Risk Level: Low Description: Political change could lead to the withdrawal of favourable VAT rates or other incentives for energy-efficient technologies.

Impact: Increased consumer costs, reduced return on investment, lower demand.

Mitigation:

Repositioning the sales proposition to focus on long-term energy independence and reduced utility costs.
Participation in industry bodies to support policy engagement and early visibility of legislative changes.
Diversification into other renewable technologies to reduce dependence on any single incentive.

3. Breach of Regulatory Requirements

Risk Level: Low Description: Non-compliance with MCS, electrical standards, or consumer protection rules could lead to disruption.

Impact: Operational interruption, rework costs, reputational damage.

Mitigation:

Strengthened internal quality assurance processes and audit cycles.
Ongoing installer training and compliance checks.
Post-installation customer service follow-up procedures.

4. Increased Cost of Materials

Risk Level: Moderate

Description: Global changes in PV module, inverter, and battery prices could impact profitability.

Impact: Margin pressure, need for price increases.

Mitigation:

Supplier diversification and negotiation of longer-term supply agreements.
Close monitoring of global PV and battery markets.
Dynamic pricing models to adjust customer pricing where appropriate.
Internal cost optimisation initiatives to offset supplier increases.

Page 2

Page 3

Evergen Group Ltd

Strategic Report (continued)

For The Year Ended 30 November 2024

Future Developments

In 2025, the Company will expand into additional geographic regions in the UK to support growth and diversification. Furthermore, the Company intends to explore expansion into the air-source heat pump market, complementing its existing renewable energy offering and enabling customers to access a broader suite of low-carbon technologies.

Investments will continue in operational efficiency, workforce development, customer financing products, and digital lead-generation infrastructure to support sustainable long-term growth.

Turnover and Profitability

Turnover for FY24 declined due to broader macroeconomic pressures impacting consumer spending and home improvement investment. However, trading in FY25 has shown a marked recovery, with turnover for the year ending November 2025 expected to exceed £20 million, returning the business to pre-slowdown levels.

The statutory EBITDA for FY24 was £(494,092) (2023: £(496,516)), reflecting the softer trading environment early in the year.

Performance has strengthened significantly in the current financial year. As at 31 October 2025 (based on 11 months unaudited management accounts), Evergen achieved an EBITDA of £397,308, demonstrating a material turnaround in operational profitability driven by improved volume, tighter cost control, and enhanced financing offerings.

Statement of Engagement with Suppliers, Customers and Others in a Business Relationship with the Group

The Company evaluates suppliers on quality, delivery performance, terms of payment, and price. Payments are made within agreed terms where suppliers have fulfilled their obligations. The Company aims to resolve any disputes promptly and maintain strong supplier relationships.

Going concern statement

The Board has conducted a comprehensive review of the Company’s cash flow forecasts, revenue projections, and liquidity position for at least twelve months from the date of signing these financial statements. This includes multiple downside scenarios reflecting ongoing macroeconomic uncertainties.

Based on this assessment, and after making appropriate enquiries, the Directors have concluded there is a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis.

Page 3

Page 4

Evergen Group Ltd

Strategic Report (continued)

For The Year Ended 30 November 2024

Key Performance Indicators (KPIs)

Financial KPIs

Turnover: Reduced in FY24 but forecast to exceed £20 million in FY25.

Gross Profit Margin:

FY24: 39.17% before marketing costs (2023: 29%).

FY25 forecast: 35% (reflecting stronger volume and disciplined pricing).

EBITDA:

FY24 statutory: £(494,092) - period ending Nov 2023 was £(496,516) EBITDA

FY25 YTD (11 months): £397,308 (unaudited)

Non-Financial KPIs

Staff Retention: 75% of staff employed at November 2024 were also employed at November 2023, reflecting improved employee engagement and retention.

Customer Satisfaction: Maintained strong post-installation feedback and low snag rates (data available but not previously reported).

Operational Efficiency: Average installation cycle times improved year-on-year due to operational restructuring and enhanced scheduling systems.

On behalf of the board

Mr Ranjit Sidhu

Director

28/11/2025

Page 4

Page 5

Evergen Group Ltd

Company No. 14571609

Directors' Report For The Year Ended 30 November 2024

Directors' Report

The directors present their report and the financial statements for the year ended 30 November 2024.

Principal Activity

Evergen is a multi-award-winning clean-technology company. Our mission is to reduce energy consumption and carbon emissions across the built environment. For the past eight years, we have installed solar generation, electricity storage and energy-management systems for homes, commercial buildings, and public-sector facilities.

With over 45 MW of cumulative installed solar capacity to date, our technologies help remove thousands of tonnes of carbon emissions each year.

In 2017, we expanded into commercial solar installations.

Dividends

No dividend has been declared for the year (2023: 20,000), with the Board prioritising reinvestment to support growth, liquidity, and strategic expansion.

Culture and Values

The directors promote a culture of accountability and compliance through regular internal reviews and staff training.

The Company is committed to maintaining the highest standards of confidentiality, integrity, and business ethics. We operate with fairness and transparency and ensure that all staff are aware of — and comply with — relevant legislation, statutory codes and internal quality systems.

Political Donations and Expenditure

The Company made no political donations during the period.

In accordance with the Modern Slavery Act 2015, the Company is committed to ensuring that slavery and human trafficking have no place in our operations or supply chains. We maintain a zero-tolerance approach to any form of non-compliance.

Directors

The directors who held office during the year were as follows:

Mr Ranjit Sidhu

Mr Sukhbir Sidhu

Matters covered in the Strategic Report

Disclosures required under s416(4) of the Companies Act 2006 are commented upon in the Strategic Report as the directors consider them to be of strategic importance to the business.

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing the financial statements the directors are required to:

select suitable accounting policies and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards, comprising FRS102, have been followed subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company and group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 5

Page 6

Evergen Group Ltd

Directors' Report (continued)

For The Year Ended 30 November 2024

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Statement of Disclosure of Information to Auditors

In the case of each director in office at the date the Directors' Report is approved:

so far as the director is aware, there is no relevant audit information of which the company and group's auditors are unaware; and
they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company and group's auditors are aware of that information.

Liability Limitation Agreement with Auditor

In accordance with Section 534 of the Companies Act 2006, the company has entered into a liability limitation agreement with its external auditor, Sterling Young Ltd.

The principal term of the Agreement: The auditor's liability for statutory audit work is limited to three times the audit fee), in respect of any claim arising from or in connection with the audit work.
Date of Resolution Approving the Agreement: The liability limitation agreement was approved by the Shareholder of the company on September 16, 2025, in accordance with the company’s Articles of Association and relevant provisions of the Companies Act 2006.
The limits specified above shall be the maximum amounts for which the auditor, its directors, and employees shall be liable to all persons party to this agreement, and also to any other persons with whom the auditor has agreed the limits, as may rely on the auditor’s work.

This disclosure is made in compliance with Section 534 of the Companies Act 2006, which mandates the disclosure of the terms of liability limitation agreements.

On behalf of the board

Mr Ranjit Sidhu

Director

28/11/2025

Page 6

Page 7

Independent Auditor's Report

to the Members of

Evergen Group Ltd

Independent Auditor's Report

Opinion

We have audited the financial statements of Evergen Group Ltd (the "parent company") and its subsidiaries (the "group") for the year ended 30 November 2024 which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes of Equity, Company Statement of Changes of Equity, Consolidated Cash Flow Statement and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".

In our opinion the financial statements:

give a true and fair view of the state of the group's and of the parent company's affairs as at 30 November 2024 and of the group's profit/(loss) for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions Relating to Going Concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group and parent company's ability to continue as a going concern for a period of at least 12 months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other Information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on Other Matters Prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Page 7

Page 8

Independent Auditor's Report (continued)

to the Members of

Evergen Group Ltd

Matters on Which We Are Required to Report by Exception

In the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records or returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

Responsibilities of Directors

As explained more fully in the Directors' Responsibilities Statement set out on page 5—6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Page 8

Page 9

Independent Auditor's Report (continued)

to the Members of

Evergen Group Ltd

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the company and the sector in which it operates to identify laws and regulations that could reasonably be expected to have a direct effect on financial statements. We obtained our understanding in this regard through discussions with management, industry research, application of cumulative audit knowledge and experience of the sector.

As part of our audit planning, we obtained an understanding of the legal and regulatory framework that is applicable to the company. We gained an understanding of the company and the industry in which the company operates as part of this assessment to identify the key laws and regulations affecting the company. The key regulations we identified were Anti Money Laundering Regulations, The Proceeds of Crime Act 2002 and Financial Conduct Authority Regulations. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements and relevant tax legislation.

We discussed with management how the compliance with these laws and regulations is monitored and obtained copies of the key policies and procedures in place. We also identified the individuals who have responsibility for ensuring that the company complies with laws and regulations and deals with reporting any issues if they arise. As part of our planning procedures, we assessed the risk of any non-compliance with laws and regulations on the company's ability to continue trading and the risk of material misstatement to the accounts.

We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the company with those laws and regulations. These procedures included, but were not limited to:

- Making enquiries of management;

- Reviewing of regulatory correspondence;

- Review of current year and post year end journals

We also identified the risks of material misstatement of the financial statements due to fraud. We considered, in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls, that the potential for management bias was identified in relation to the impairment of related party balances. We addressed this risk by challenging the assumptions and judgements made by management when auditing these significant accounting estimates.

As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included but were not limited to the testing of journals; reviewing accounting estimates for evidence of bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

Because of the Inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding Irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Other matters

The financial statements of the Company for the year ended 30th November 2023 were not audited, and accordingly, we were not able to obtain sufficient appropriate audit evidence regarding the opening balances as at 30th November 2024. Our opinion on the current period’s financial statements is therefore not modified in respect of this matter.

Use Of Our Report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters that we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Page 9

Page 10

Independent Auditor's Report (continued)

to the Members of

Evergen Group Ltd

Shoolin Girishkumar Yagnik (Senior Statutory Auditor)

for and on behalf of Sterling Young Limited , Statutory Auditor

28/11/2025

Sterling Young Limited

Suite 50

238 Merton High Street

Wimbledon

SW19 1AU

Page 10

Page 11

Evergen Group Ltd

Consolidated Profit and Loss Account

For The Year Ended 30 November 2024

Consolidated Profit and Loss Account

		2024	2023
	Notes	£	£
TURNOVER	3	13,925,034	36,184,203
Cost of sales		(8,470,355 )	(25,617,362 )

GROSS PROFIT		5,454,679	10,566,841

Administrative expenses		(6,099,922 )	(10,225,541 )
Other operating income		8,339	27,088

OPERATING (LOSS)/PROFIT	5	(636,904 )	368,388
Other interest receivable and similar income	10	8,964	3,354
Interest payable and similar charges	11	(133,459 )	(232,709 )

(LOSS)/PROFIT BEFORE TAXATION		(761,399 )	139,033
Tax on (Loss)/profit	12	-	(95,426 )

(LOSS)/PROFIT AFTER TAXATION BEING (LOSS)/PROFIT FOR THE FINANCIAL YEAR ATTRIBUTABLE TO THE OWNERS OF THE PARENT		(761,399 )	43,607

The notes on pages 17 to 26 form part of these financial statements.

Page 11

Page 12

Evergen Group Ltd

Consolidated Balance Sheet

As At 30 November 2024

Consolidated Balance Sheet

		2024		2023
	Notes	£	£	£	£
FIXED ASSETS
Tangible Assets	13		138,093		136,102

			138,093		136,102
CURRENT ASSETS
Stocks	15	36,640		-
Debtors	16	2,546,474		1,900,106
Cash at bank and in hand		863,745		2,490,670

		3,446,859		4,390,776
Creditors: Amounts Falling Due Within One Year	17	(1,695,322 )		(2,056,683 )

NET CURRENT ASSETS (LIABILITIES)			1,751,537		2,334,093

TOTAL ASSETS LESS CURRENT LIABILITIES			1,889,630		2,470,195

Creditors: Amounts Falling Due After More Than One Year	18		(961,248 )		(131,668 )

PROVISIONS FOR LIABILITIES
Provisions For Charges	22		(318,104 )		(966,850 )
Deferred Taxation	21		(25,100 )		(25,100 )

NET ASSETS			585,178		1,346,577

CAPITAL AND RESERVES
Called up share capital	23		100		100
Profit and Loss Account			585,078		1,346,477

SHAREHOLDERS' FUNDS			585,178		1,346,577

On behalf of the board

Mr Ranjit Sidhu

Director

28/11/2025

The notes on pages 17 to 26 form part of these financial statements.

Page 12

Page 13

Evergen Group Ltd

Company Balance Sheet

As At 30 November 2024

Company Balance Sheet

		2024		2023
	Notes	£	£	£	£
FIXED ASSETS
Investments	14		200		200

			200		200
Creditors: Amounts Falling Due Within One Year	17	(100 )		(100 )

NET CURRENT ASSETS (LIABILITIES)			(100 )		(100 )

TOTAL ASSETS LESS CURRENT LIABILITIES			100		100

NET ASSETS			100		100

CAPITAL AND RESERVES
Called up share capital	23		100		100

SHAREHOLDERS' FUNDS			100		100

In accordance with section 408(3) of the Companies Act 2006, the company has not presented its own profit and loss account and the related notes. The company's profit/(loss) for the year was £ NIL (2023: £ profit/(loss)).

On behalf of the board

Mr Ranjit Sidhu

Director

28/11/2025

The notes on pages 17 to 26 form part of these financial statements.

Page 13

Page 14

Evergen Group Ltd

Consolidated Statement of Changes in Equity

For The Year Ended 30 November 2024

Consolidated Statement of Changes in Equity

	Share Capital	Profit and Loss Account	Total
	£	£	£
As at 1 December 2022	100	1,322,870	1,322,970
Profit for the year and total comprehensive income	-	43,607	43,607

Dividends paid	-	(20,000)	(20,000)

As at 30 November 2023 and 1 December 2023	100	1,346,477	1,346,577


Loss for the year and total comprehensive income	-	(761,399 )	(761,399)

As at 30 November 2024	100	585,078	585,178

Page 14

Page 15

Evergen Group Ltd

Company Statement of Changes in Equity

For The Year Ended 30 November 2024

Company Statement of Changes in Equity

	Share Capital
	£
As at 1 December 2022	100

As at 30 November 2023 and 1 December 2023	100


As at 30 November 2024	100

Page 15

Page 16

Evergen Group Ltd

Consolidated Cash Flow Statement

For The Year Ended 30 November 2024

Consolidated Cash Flow Statement

		2024	2023
	Notes	£	£
Cash flows from operating activities
Net cash (used in)/generated from operations	1	(1,013,451 )	892,704
Tax paid		-	(263,160 )

Net cash (used in)/generated from operating activities		(1,013,451 )	629,544

Cash flows from investing activities
Purchase of tangible assets		(128,233 )	(122,079 )
Interest received		8,964	3,354

Net cash used in investing activities		(119,269 )	(118,725 )

Cash flows from financing activities
Equity dividends paid		-	(20,000 )
Proceeds from new bank borrowings		915,974	-
Repayment of bank borrowings		-	(34,655 )
Proceeds from new other loans		-	397,810
Repayment of other loans		(687,811)	-
Repayment of finance leases		-	(174 )
Amount introduced by directors		-	3,453
Amount withdrawn by directors		(1,354)	-
Interest paid		(133,458)	(141,091)
Increase in provisions		-	966,850
Other		-	60
Decrease in provisions		(648,746)	-
Increase in finance leases		61,190	-

Net cash (used in)/generated from financing activities		(494,205 )	1,172,253



(Decrease)/increase in cash and cash equivalents		(1,626,925 )	1,683,072
Cash and cash equivalents at beginning of year	2	2,490,670	807,598

Cash and cash equivalents at end of year	2	863,745	2,490,670

Page 16

Page 17

Evergen Group Ltd

Notes to the Consolidated Cash Flow Statement

For The Year Ended 30 November 2024

Notes to the Consolidated Cash Flow Statement

1. Reconciliation of (loss)/profit for the financial year to cash (used in)/generated from operations

	2024	2023
	£	£
(Loss)/profit for the financial year	(761,399 )	43,607
Adjustments for:
Tax on (loss)/profit	-	95,426
Interest expense	133,459	141,092
Interest income	(8,964 )	(3,354 )
Depreciation of tangible assets	126,242	128,128
Movements in working capital:
Increase in stocks	(36,640 )	-
(Increase)/decrease in trade and other debtors	(620,082 )	186,517
Increase/(decrease) in trade and other creditors	180,219	(319,723 )
Bad debts	(26,286)	621,011

Net cash (used in)/generated from operations	(1,013,451 )	892,704

2. Cash and cash equivalents

Cash and cash equivalents, as stated in the Statement of Cash Flows, relates to the following items in the Balance Sheet:

	2024	2023
	£	£
Cash at bank and in hand	863,745	2,490,670

3. Analysis of changes in net funds/(debt)

	As at 1 December 2023	Cash flows	As at 30 November 2024
	£	£	£
Cash at bank and in hand	2,490,670	(1,626,925)	863,745
Finance leases	(49,897)	(61,189)	(111,086)
Debts falling due within one year	(584,097 )	542,430	(41,667 )
Debts falling due after more than one year	(105,696)	(770,593)	(876,289)

	1,750,980	(1,916,277)	(165,297)

Page 17

Page 18

Evergen Group Ltd

Notes to the Financial Statements

For The Year Ended 30 November 2024

Notes to the Financial Statements

1. General Information

Evergen Group Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 14571609 . The registered office is Unit 1-4, Bell street, Maidenhead, England, SL6 1BR.

2. Accounting Policies

2.1. Basis of Preparation of Financial Statements

The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland'' and the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

2.2. Basis Of Consolidation

The group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings together with the group’s share of the results of associates made up to 30 November 2024.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the group owns less than 50% of the voting powers of an entity but controls the entity by virtue of an agreement with other investors which give it control of the financial and operating policies of the entity, it accounts for that entity as a subsidiary.

Where a subsidiary has different accounting policies to the group, adjustments are made to those subsidiary financial statements to apply the group’s accounting policies when preparing the consolidated financial statements.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the group holds a long-term interest and where the group has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate. The results of associates are accounted for using the equity method of accounting.

Any subsidiary undertakings or associates sold or acquired during the year are included up to, or from, the dates of change of control or change of significant influence respectively.

Where control of a subsidiary is lost, the gain or loss is recognised in the consolidated income statement. The cumulative amounts of any exchange differences on translation, recognised in equity, are not included in the gain or loss on disposal and are transferred to retained earnings. The gain or loss also includes amounts included in other comprehensive income that are required to be reclassified to profit or loss but excludes those amounts that are not required to be reclassified.

Where control of a subsidiary is achieved in stages, the initial acquisition that gave the group control is accounted for as a business combination. Thereafter where the group increases its controlling interest in the subsidiary the transaction is treated as a transaction between equity holders. Any difference between the fair value of the consideration paid and the carrying amount of the non-controlling interest acquired is recognised directly in equity. No changes are made to the carrying value of assets, liabilities or provisions for contingent liabilities.

2.3. Business Combinations

Business combinations are accounted for by applying the purchase method.

The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction.

Contingent consideration is initially recognised at estimated amount where the consideration is probable and can be measured reliably. Where (i) the contingent consideration is not considered probable or cannot be reliably measured but subsequently becomes probable and measurable or (ii) contingent consideration previously measured is adjusted, the amounts are recognised as an adjustment to the cost of the business combination.

On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Intangible assets are only recognised separately from goodwill where they are separable and arise from contractual or other legal rights. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities.

Page 18

Page 19

Evergen Group Ltd

Notes to the Financial Statements (continued)

For The Year Ended 30 November 2024

2.4. Turnover

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue is recognised on installation of the goods.

Other income

Other income may include miscellaneous receipts such as interest income, insurance recoveries, or other non-trading income, which are recognised in the period to which they relate.

2.5. Tangible Fixed Assets and Depreciation

Tangible fixed assets are measured at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases:

Motor Vehicles	20% on cost
Computer Equipment	50% on cost

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

2.6. Investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

2.7. Leasing and Hire Purchase Contracts

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

2.8. Stocks and Work in Progress

Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first in first out method. The carrying amount of stock sold is recognised as an expense in the period in which the related revenue is recognised.

2.9. Cash and Cash Equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.

Page 19

Page 20

Evergen Group Ltd

Notes to the Financial Statements (continued)

For The Year Ended 30 November 2024

2.10. Financial Instruments

Financial assets and financial liabilities are recognised in the balance sheet when the company becomes a party to the contractual provisions of the instrument.

Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the company will not be able to collect all amounts due.

Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank which are an integral part of the company's cash management.

Financial liabilities and equity instruments issued by the company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

2.11. Foreign Currencies

Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

2.12. Taxation

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. The company is a beneficiary of Research & Development (R&D) tax relief from the UK Government in the form of reductions in its annual tax liability, as well as repayable tax credits. Current tax assets or reductions in current tax liabilities for R&D claims are only recognised when the amount can be reliably determined and the probability of HM Revenue & Customs accepting the claim is considered high.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

2.13. Provisions and Contingencies

Provisions (i.e. liabilities of uncertain timing or amount) are recognised when there is an obligation at the reporting date as a result of a past event, it is probable that economic benefit will be transferred to settle the obligation and the amount of the obligation can be estimated reliably.

2.14. Pensions

The company operates a defined pension contribution scheme. Contributions are charged to the profit and loss account as they become payable in accordance with the rules of the scheme.

Page 20

Page 21

Evergen Group Ltd

Notes to the Financial Statements (continued)

For The Year Ended 30 November 2024

3. Turnover

Analysis of turnover by class of business is as follows:

	2024	2023
	£	£
Sale of goods	13,925,034	36,184,203

Analysis of turnover by geographical market is as follows:

	2024	2023
	£	£
United Kingdom	13,925,034	36,184,203

	13,925,034	36,184,203

4. Other Operating Income

	2024	2023
	£	£
Other operating income	8,339	27,088

	8,339	27,088

5. Operating (Loss)/profit

The operating (loss)/profit is stated after charging:

	2024	2023
	£	£
Bad debts	(26,286)	621,011
Depreciation of tangible fixed assets	126,242	128,128

6. Auditor's Remuneration

Remuneration received by the group's auditors and their associates during the year was as follows:

	2024	2023
	£	£
Audit Services
Audit of the company's financial statements	20,000	-

7. Staff Costs

Staff costs, including directors' remuneration, were as follows:

	2024	2023
	£	£
Wages and salaries	2,075,418	2,472,324
Social security costs	175,476	237,886
Other pension costs	25,582	32,195

	2,276,476	2,742,405

Page 21

Page 22

Evergen Group Ltd

Notes to the Financial Statements (continued)

For The Year Ended 30 November 2024

8. Average Number of Employees

Group

Average number of employees, including directors, during the year was as follows:

	2024	2023
Office and administration	57	40
Sales, marketing and distribution	19	18

	76	58

Company

Average number of employees, including directors, during the year was: 2 (2023: 2)

9. Directors' remuneration

	2024	2023
	£	£
Emoluments	57,380	44,183

10. Interest Receivable and Similar Income

	2024	2023
	£	£
Interest receivable and similar income	8,964	3,354

11. Interest Payable and Similar Charges

	2024	2023
	£	£
Bank loans and overdrafts	128,658	229,214
Finance charges payable under finance leases and hire purchase contracts	4,801	3,495

	133,459	232,709

12. Tax on Profit

	2024	2023
The tax charge on the (loss)/profit for the year was as follows:
	£	£
Current tax
UK Corporation Tax	-	42,385
Prior period adjustment	-	53,041

	-	95,426


Total tax charge for the period	-	95,426


The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the (loss)/profit and the standard rate of corporation tax as follows:

...CONTINUED

Page 22

Page 23

Evergen Group Ltd

Notes to the Financial Statements (continued)

For The Year Ended 30 November 2024

	2024	2023
	£	£
Profit before tax	(761,399)	139,033

Tax on profit at 0% (UK standard rate)	-	44,024
Prior period adjustment	-	53,041
Deferred tax relating to changes in tax rates or laws	-	(1,639 )

Total tax charge for the period	-	95,426

13. Tangible Assets

Group

	Motor Vehicles	Computer Equipment	Total
	£	£	£
Cost
As at 1 December 2023	274,478	106,775	381,253
Additions	110,244	17,989	128,233

As at 30 November 2024	384,722	124,764	509,486

Depreciation
As at 1 December 2023	184,077	61,074	245,151
Provided during the period	76,944	49,298	126,242

As at 30 November 2024	261,021	110,372	371,393

Net Book Value
As at 30 November 2024	123,701	14,392	138,093

As at 1 December 2023	90,401	45,701	136,102

Included above are assets held under finance leases or hire purchase contracts with a net book value as follows:

	2024	2023
	£	£
Plant & Machinery	104,031	50,748

Company

The company had no tangible fixed assets as at 30 November 2024 or 30 November 2023.

14. Investments

Company

	Subsidiaries
	£
Cost or Valuation
As at 1 December 2023	200

As at 30 November 2024	200

Provision
As at 1 December 2023	-

As at 30 November 2024	-

...CONTINUED

Page 23

Page 24

Evergen Group Ltd

Notes to the Financial Statements (continued)

For The Year Ended 30 November 2024

Net Book Value
As at 30 November 2024	200

As at 1 December 2023	200

Subsidiaries

Details of the group's subsidiaries as at 30 November 2024 are as follows:

Name of undertaking	Registered Office	Class of shares held	Direct holding	Indirect holding
Evergen Power Limited	Unit 1-4, Bell Street, Maidenhead, England, SL6 1BR	Ordinary	100.00%	-
Evergen System Limited	Unit 1-4, Bell Street, Maidenhead, England, SL6 1BR	Ordinary	100.00%	-

15. Stocks

	2024	2023
	£	£
Stock	36,640	-

16. Debtors

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Due within one year
Trade debtors	816,032	551,698	-	-
Other debtors	1,730,442	1,348,408	-	-

	2,546,474	1,900,106	-	-

17. Creditors: Amounts Falling Due Within One Year

	Group		Company
	2024	2023	2024	2023
	£	£	£	£
Net obligations under finance lease and hire purchase contracts	26,127	23,925	-	-
Trade creditors	1,184,644	1,148,666	-	-
Bank loans and overdrafts	41,667	1,982	-	-
Other loans	-	582,115	-	-
Amounts owed to participating interests	16,570	-	-	-
Other creditors	406,314	183,300	100	100
Taxation and social security	-	50,554	-	-
Accruals and deferred income	20,000	66,141	-	-

	1,695,322	2,056,683	100	100

Page 24

Page 25

Evergen Group Ltd

Notes to the Financial Statements (continued)

For The Year Ended 30 November 2024

18. Creditors: Amounts Falling Due After More Than One Year

	Group
	2024	2023
	£	£
Net obligations under finance lease and hire purchase contracts	84,959	25,972
Bank loans	876,289	-
Other loans	-	105,696

	961,248	131,668

19. Loans

An analysis of the maturity of loans is given below:

	Group
	2024	2023
	£	£
Amounts falling due within one year or on demand:
Bank loans	41,667	1,982
Other loans	-	582,115

	41,667	584,097

	Group
	2024	2023
	£	£
Amounts falling due between one and five years:
Bank loans	876,289	-
Other loans	-	105,696

	876,289	105,696

20. Obligations Under Finance Leases and Hire Purchase

	Group
	2024	2023
	£	£
The future minimum finance lease payments are as follows:
Not later than one year	26,127	23,925
Later than one year and not later than five years	84,959	25,972

	111,086	49,897

	111,086	49,897

21. Deferred Taxation

The provision for deferred tax is made up as follows:

	2024	2023
	£	£
Other timing differences	25,100	25,100

Page 25

Page 26

Evergen Group Ltd

Notes to the Financial Statements (continued)

For The Year Ended 30 November 2024

22. Provisions for Liabilities

Group
	Deferred Tax	Other Provisions	Total
	£	£	£
As at 1 December 2023	25,100	966,850	991,950
Reversals	-	(648,746 )	(648,746)

Balance at 30 November 2024	25,100	318,104	343,204

23. Share Capital

	2024	2023
	£	£
Allotted, Called up and fully paid	100	100

24. Pension Commitments

The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund.

During the year the charge to the profit and loss account in respect of defined contribution schemes was £25,582 (2023: £32,195).

At the balance sheet date contributions of £NIL were due to the fund and are included in creditors.

25. Dividends

	2024	2023
	£	£
On equity shares:
Final dividend paid	-	20,000

26. Controlling Parties

The company's ultimate controlling party is R S Sidhu by virtue of their interest in the share capital of the company.

27. Auditor Liability Limitation Agreement

The company has entered into a liability limitation agreement with Sterling Young Ltd, the statutory auditor, in respect of the statutory audit for the period ended 31 December 2024. The proportionate liability agreement follows the standard terms in Appendix B to the Financial Reporting Council's June 2008 Guidance on Auditor Liability Agreements, and was approved by the member on 16 September 2024.

28.Comparative figures

The comparative figures presented in these financial statements cover an 18-month reporting period, whereas the current period covers 12 months. In accordance with FRS 102, the entity has presented comparative information for all amounts reported in the current period; however, due to the difference in the length of the reporting periods, the comparative information is not directly comparable with that of the current year. The comparative figures were not subject to audit as part of the current year’s financial statements.

Page 26